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501-520 of 690
Will see how BT and YZJ perform tomorrow !!
Is SELL ON NEWS in the making?????
Buy on rumours and sell on news seems to be the case......so after the sales Baker Tech
will loose its recurring income from PPL
hotstock1 ( Date: 24-Apr-2010 14:40) Posted:
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Additional info for SJ forumers.
PPL is the former Promet Shipyard......one of the prominent rig bulders in the 80s and run by Brian Chang. They built mostly Baker Marine (now Baker Tech) designed rigs.
During the oil slump from the mid 80s to recent (2003?), Brian Chang quit Promet and transferred his shares (whether sold, gave....I don't know the details) to his brother Benety Chang. Brian went on to set up Yantai Shipyard in China and believe is now listed in Norway.
Benety then acquired the design rights to Baker offshore rigs (the BMC Class) and rig equipment and restructured the company by injecting it and PPL and Baker into the axle company which he earlier took control.
When the rig market began to pick up in the early 2000s, PPL had problems to secure major jobs cos they lacked the ability to finance the projects. Also, the lease of their seafront land with our Govt JTC was soon expiring.
That is where SCM(with lots of $$$ and Govt connection) jumped in and took advantage of the situation and acquired 85% of PPL
Since the acquisition of PPL, SCM was quite content to allow PPL to operate independently....key positions being run by Benety, ex Promet andBaker Marine people........to this date.
I am sure, as 85% stake holders of PPL, if YZJ succeeds to take over the 15% of PPL, SCM will move their people in to PPL to take charge and prevent any leak in rig design and construction know how to YZJ.
Perhaps at the time of offer, YZJ was not aware of the situation and they thought they can breeze through with their $$$.
So, I think the story has some more chapters to run.
Caveat emptor.
Monday Morning Short at the high follow by the high of DOW....
Then direction will go all the way to south as things not confirm yet as someone is not accepting.
Short it and huat lar....
By NISHA RAMCHANDANI
BAKER Technology has accepted an offer from shipbuilder Yangzijiang Shipbuilding (Holdings) to buy PPL Holdings (PPLH) from Baker for US$155 million.
Baker, which received a letter of offer from Yangzijiang on April 16 to buy all of PPLH, said that accepting the offer allowed the company to unlock the value of its investment in PPLH. PPLH is an investment holding company that holds a 15 per cent stake in PPL Shipyard, which constructs offshore drilling rigs.
Baker also said it had received a letter from Sembcorp Marine on April 22 through its lawyers 'demanding that (Baker) not accept the offer' as Sembcorp Marine alleged that any sale to Yangzijiang would circumvent Sembcorp Marine's pre-emptive rights to have first right of refusal over the sale of PPLH's shareholdings in PPL Shipyard. Sembcorp Marine has an 85 per cent stake in PPL Shipyard.
'The board has sought and received legal advice that Sembcorp Marine has no basis for its claims,' Baker said in an announcement on the Singapore Exchange yesterday evening.
Yangzijiang, which is based in China, is making the purchase together with a Middle East investor, the shipbuilder said last week.
If the acquisition goes through, Yangzijiang, the Middle Eastern investor and Mediterranean Success Group - which is wholly owned by Yangzijiang's non-executive director Yu Kebing - will hold stakes of 50.1 per cent, 45 per cent and 4.9 per cent respectively in PPLH.
As part of the deal, Yangzijiang will place 83.55 million new shares to the Middle Eastern investor at $1.295 a share. The proceeds will be used for the acquisition.
WOW WOW WOW
Baker Tech ACCEPTS Offer
SINGAPORE
In a filing on Friday, Baker said that it has received a binding letter of offer from Yangzijiang to buy the entire and paid up share capital of PPLH for US$155 million ($208 million).
Payment for the acquisition will be made in cash after the completion of the sale and purchase of the Sale Shares, the announcement said.
One condition of the agreement is an escrow agreement that requires the purchaser to deposit the Total Sum with an escrow agent.
*EXTREMELY SMART GOVERNANCE*
The sale of the shares is still subject to the approval of shareholders at an extraordinary general meeting to be convened.
— Mainboardlisted Baker Technology said it has accepted Yangzijiang Shipbuilding’s offer to purchase Singapore- based PPL Holdings.Millet Enriquez
boliaguy,
You are absolutely right.....the YZJ offer is extremely attractive.....but this is not the issue.
The issue is with SCM. As 85% shareholder of PPL, they can complicate the deal and drag it on.
By allowing YZJ put a foothold into the rig market door, it may introduce another competitor (currently Keppel is world #1 and SCM with PPL is #2).....and a China one at that....with low cost manufacturing. I think SCM will try their best to defend this position.
Caveat emptor.
Without prejudice,
I see no reason why BT should turn down the offer by YZJ. The offer is just too
good. YZJ is probably one of the top 3 wealthiest (if not the wealthiest) shipbuilders
in the region and they could splash a lot of vitamin M in to expand PPL. I
remember the times when the economic is doing badly, profits of YZJ is still
pouring in like waterfall. I dont think it’s wise for SCM to counter offer as
the amount offered by YZJ is out of this world. Unless, TH(temasek) want to
step in to help a bit. But this will affect their other investments and they
will have to answer to the shareholders. Even if SCM do counter offer, don’t forget
YZJ is capable of counter offering back with another better offer.
Looking at
Part A section 8 - Interests of Directors and Controlling Shareholders, of the announcement
release by BT, the only director that has got shares of YZJ is Tan Yan Guan who
is holding 50,000 shares. 50 000 shares at current market price is not worth a
lot. Furthermore, none of the Directors or controlling shareholders of the
Company has any interest, direct or indirect, in the Proposed Disposal. Hence, I
don’t think the acceptance of offer by BT is of personal interest/profits/gains
within the directors board. Otherwise, every director will be holding on to
tons of YZJ shares now. The acceptance is of best interest of the shareholders of
BT.
It just doesn’t
make sense for SCM to disagree with the deal, after all, if YZJ help PPL to
expand and increase profits, SCM will benefits as well. The disagreement is
perhaps personal? Not wanting competition from others? Remember the time when
there’s only 1 telco in Singapore?
Just my
personal view, I may be wrong. Lol~ let’s wait and see!
Thank you very much.
Maybe SCM is not happy because YZJ did not offer to buy their share....just kidding.
shplayer ( Date: 24-Apr-2010 10:07) Posted:
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What you and I know is public info and as yet, as far as I know, there is no announcement of a counter bid.
But here are the facts:
YZJ offer of USD 155m for 15% stake in PPL values PPL at USD1033m (S$1415m).
In 2001, SCM paid $16m for 50% of PPL
In 2003, SCM paid S$14.7m for another 35% of PPL.
Total for 85% of PPL is S$30.7m
Clearly, SCM has an advantage if they average their cost of acquisition. But, from my opinion, SCM has no grounds to object to the PPL/YZJ deal unless they are prepared to match or better YZJ offer.
Now, the question is, are they willing to match or go into a bidding war with YZJ for the balance 15%.
Another issue is, as 15% stake holder of PPL, how much control can they secure to get a foothold into the offshore rig technology and market (I presume this is their objective in paying such high premium for PPL.
Now, the question is, are they willing to match or go into a bidding war with YZJ for the balance 15%.....which is very expensive.
Story is still unfolding.
Caveat emptor
DnApeh ( Date: 23-Apr-2010 22:17) Posted:
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shplayer ( Date: 23-Apr-2010 21:31) Posted:
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Yep, annoumcement just released.
http://info.sgx.com/webcoranncatth.nsf/VwAttachments/Att_9C327E0AEF06A9B34825770E00465681/$file/AnnDisposalofPPLH.pdf?openelement
See last para. SCM objecting to the sale. This may complicate things.
If the HALT is merely due to the board supporting the sale of 15% PPL to YZJ, it should be a simple and straight forward matter and announcement should not take agonisingly long to be uploaded.
What I think is happening may be more complex.
In most shareholder's agreement, there usually is a clause that the 'seller'(BT) will have to give the existing shareholders (in this case SCM) a 'Right of First Refusal' to buy the seller's shares. This is usually on the condition that the existing shareholder (SCM) is prepared to meet the price.
If this is so, I don't think BT will lose out.....but perhaps the hype at YZJ will quickly fizzle out.......unless they are prepared to up their bid to an extent that SCM backs off.
Friday: 23 APRIL 2010
HALTED ONE FULL DAY
nOtice of AGM AGENDA at BAKER TECH IR webside cannot be open.
May be they have placed RESTRICTION on this document during the suspension so that nobody can read it.
Fishcake ( Date: 23-Apr-2010 15:48) Posted:
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pharoah88 ( Date: 23-Apr-2010 14:26) Posted:
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BAKER TECHNOLOGY LIMITED
(Company Registration No. 198100637D)
(Incorporated in the Republic of Singapore)
OFFER FROM YANGZIJIANG SHIPBUILDING (HOLDINGS) LTD. TO PURCHASE
THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF PPL HOLDINGS PTE LTD
1. Introduction
The Board of Directors of Baker Technology Limited (the “
announce that it had on 16 April 2010, received,
“
16 April 2010 pursuant to which the Purchaser has made an offer (the “
purchase from the Company all the issued and paid-up shares in the capital of PPL
Holdings Pte Ltd (“
The Purchaser is a public company with its issued ordinary shares listed and quoted on
the Mainboard of the Singapore Exchange Securities Trading Limited (the “
PPLH, a wholly-owned subsidiary of the Company, is a private limited company
incorporated in the Republic of Singapore. It is an investment holding company and it
holds an aggregate direct and indirect 15% shareholding stake in PPL Shipyard Pte Ltd
(“
construction of offshore drilling rigs from shallow water to deep water.
Company”) wishes tointer alia, a binding letter of offer (theLetter of Offer”) from Yangzijiang Shipbuilding (Holdings) Ltd. (the “Purchaser”) datedOffer”) toPPLH”) on the terms and conditions as set out therein.SGX-ST”).PPL Shipyard”). PPL Shipyard is principally engaged in the business of design and2. Key Terms of the Offer
2.1 Consideration
Pursuant to the Letter of Offer, the Purchaser has made a binding offer to purchase an
aggregate of 20,000,000 issued and paid-up ordinary shares in the capital of PPLH (the
“
consideration of US$155,000,000 (the “
The Consideration shall be payable to the Company in cash on completion of the sale
and purchase of the Sale Shares (the “
announcement.
Sale Shares”), representing the entire issued and paid-up share capital of PPLH, for aConsideration”).Completion”), subject to Section 2.6 of this2.2 Rights attached to the Sale Shares
Subject to the Company accepting the Offer and to the terms and conditions contained in
the Letter of Offer, the Purchaser shall purchase from the Company and the Company
shall sell to the Purchaser all and not part only of the Sale Shares free from all claims,
liens, restrictions, charges, pledges, mortgages, trusts, equities and other encumbrances,
and with all rights as of 16 April 2010 or thereafter attaching thereto at the Consideration
save and except for a dividend of S$4,690,000 to be declared and paid by PPLH to the
Company prior to Completion, of which S$3,090,000 shall be paid in cash and the
balance S$1,600,000 to be mutually off-set against a sum of S$1,600,000 owing by the
Company to PPLH.
2.3 Condition Precedent
The obligations of the parties to complete the sale and purchase of the Sale Shares shall
be subject to approval being obtained from the shareholders of the Company to sell the
Sale Shares, such approval to be obtained at an extraordinary general meeting of the
Company (the “
If the above condition precedent is not fulfilled by 27 October 2010 or such further date
as the parties may agree in writing (the “
facto
for costs, damages, compensation or anything whatsoever, save as provided under
Section 2.6 of this announcement.
EGM”) to be convened.Long Stop Date”), the agreement shall, ipso, cease and determine and neither party shall have any claim against the other party2.4 Deadline for Acceptance of the Offer
The Company has up to 4.00 p.m. on 4 May 2010 to accept the Offer in accordance with
the terms and conditions of the Letter of Offer, failing which the Offer shall lapse and shall
not be capable of being accepted.
2.5 Acceptance of the Offer by the Company
To accept the Offer pursuant to the terms and conditions of the Letter of Offer, the
Company must sign on the Form of Acceptance of Offer as set out in the Letter of Offer
and,
(a) the escrow agreement dated 15 April 2010 duly signed by the Purchaser, Fortus
Ltd, Mediterranean Success Group Inc. and Julius Baer Family Office & Trust Ltd
(the “
Agreement
(b) a letter of undertaking by Saberon Investments Pte Ltd, the controlling
shareholder of the Company, undertaking to the Purchaser that it will vote its
shares in the Company in favour of the ordinary resolution at the EGM to be
convened to approve the sale by the Company of the Sale Shares to the
Purchaser; and
(c) a letter of undertaking from each of Messrs Benety Chang and Anthony
Sabastian Aurol, each a director of the Company, undertaking to the Purchaser
that he will not voluntarily tender his resignation as executive director of PPL
Shipyard during the period of two (2) years commencing from 1 January 2011,
unless instructed in writing to do so by the Purchaser.
inter alia, arrange for the execution of the following documents:Escrow Agent”) and to be signed by the Company (the “Escrow”);2.6 Key Terms of the Escrow Agreement
Pursuant to the Escrow Agreement, the Purchaser shall:
(a) pending acceptance of the Offer and Completion, deposit with the Escrow Agent
the sum of US$15,500,000 (being equal to 10% of the Consideration) as earnest
money to be held in escrow by the Escrow Agent pursuant to the Escrow
Agreement; and
(b) by a date falling not later than 26 April 2010, deposit the sum of US$155,000,000
(being 100% of the Consideration) with the Escrow Agent in place of the said
sum of US$15,500,000,
and if the Purchaser fails to make the deposits as stated in (b) above, the Purchaser shall
pay to the Company, if the Escrow Agent has failed to do so pursuant to the terms and
conditions set out in the Escrow Agreement, the earnest money of US$15,500,000
forthwith upon the acceptance of the Offer as advance payment of the Consideration.
The remaining balance of the Consideration of US$139,500,000 will be paid by the
Purchaser to the Company on Completion.
If the condition precedent is not fulfilled by the Long Stop Date, all monies held by the
Escrow Agent or paid to the Company pursuant to the above paragraph shall be returned
by the Escrow Agent to the Purchaser or otherwise dealt with in accordance with the
Escrow Agreement.
3. Decision by the Company in relation to the Offer
The Company is considering the Offer as set out in the Letter of Offer. The Company will
make further announcements to update shareholders on the Offer as and when
appropriate.
4. Interest of Directors and Controlling Shareholders
Our Director, Mr Tan Yang Guan holds 50,000 shares in the capital of the Purchaser as
at the date hereof.
Save as disclosed in this announcement, none of the Directors or controlling
shareholders of the Company has any interest, direct or indirect, in the Offer (other than
through their shareholding interests in the Company).
5. Documents for Inspection
A copy of the Letter of Offer and the Escrow Agreement may be inspected at 36
Robinson Road, 18
for a period of three months from the date of this announcement.
th Floor, City House, Singapore 068877 during normal business hours6. Trading Caution
The Board would like to caution that there is no assurance that any transaction will
materialise in relation to the Offer.
therefore advised to exercise caution in their dealings in the Company’s shares
and warrants and to seek their own financial and legal advice where appropriate
By Order of the Board
Baker Technology Limited
Aw Seok Chin
Company Secretary
17 April 2010